Transcript
Give me a check. Hell yeah, it's good. It was hot. Yeah, you're good. You're good. This is Proxy Countdown. Welcome to the big show for the week of March 11th, 2024, alongside my tag team partner, Matt Mascardi. I'm Damian Rallis. On today's countdown, a boomerang CEO at a sportswear company, a director named Joe who refuses to leave LKQ, sono shareholders don't like their CEO, Qualcomm shareholders asleep at the wheel, And on the big vote, the boys are wrestling at Disney. Starting at trade wire, a boomerang CEO alert at Under Armour, founder Kevin Plank is back at the job, although is there a better named CEO for a sportswear company than Plank? Stephanie Lennartz, who lasted 13 months, will leave with. I can't even do a plank. $3 million in cash, a 2024 bonus, full vesting of sign -on equity worth $7 million, continued COBRA benefits for two years, and the remaining rent on her apartment lease in Baltimore. In connection with his appointment as CEO, Kevin will hand chair duties to Mohammed El -Erian. It's also worth noting that director Carolyn Everson has been on the board of two... Not bad. high profile boomerang CEO events on the board of Disney with Bob Iger and now on the board with Under Armour with Kevin Plank, so. But let's be clear, Kevin Blank has controlling shareholdership. Controlling share alert, controlling vote, controlling influence has it all. So. So it's not really comparable because in one place Kevin Plank just says, get out, and wins. And at the other place, Bob Iger says, get out. And she has the appearance of being able to do something. She's still at a place, two places that scratch their heads a lot when the succession planning committee meets. Next story, they can't quit Joseph Holston at LKQ Corporation. He's been a CEO, director, a vice chair, a co -CEO, a board chair, chairman emeritus, and now, drum roll please, a board observer. He won't vote, he won't have fiduciary duties, but he will sit there and stare at the other directors. and wink once for vote no and wink twice for vote yes. We're seeing a lot of this. Yeah, I don't like these because as far as our data is concerned, it's hard to know. Do you include them in the database? Do you exclude them? But their influence is important because they're there. They're at the meetings. That's a... What a job. What a job. I mean, I think the fact that they're allowed in the room at all means they have influence, right? Like that's, they want them there, they value their input, they must have influence, and it's hard to capture. Cheat. Yeah. It's like a public corporation cheat code and I don't think it should be allowed. I think you're either an elected director or you're gone, you're out. Yeah, I mean, who shouldn't be a board observer at this point? My kids should go to board meetings. Why not? I didn't say that. Bill Brown is the new CEO at 3M company. He is replacing Michael Roman, who will be transitioning to an executive chair role. The new CEO's golden hello package is valued at $17 million. That's $3 million in cash and $14 million in equity. Also, the board has waived the mandatory retirement age of 65 years for both Bill Brown and Michael Roman. And finally, at Comtech, telecommunications, they have terminated CEO Ken Peterman after less than two years on the job for cause due to conduct unrelated to Comtex business strategy. Financial results are previously filed financial statements. What that means, nobody knows. As usual, despite being a publicly traded company, there is seemingly no obligation to tell shareholders why the hell the CEO was just fired after less than. two years on the job other than a massive Easter egg of a hint saying that we fired him for a reason, for terrible conduct, but we're not gonna tell you why. That's terrible. Well, that's good. That's the hint. This is better than stepping down for personal reasons. At least this is a little bit more than that. It's all bad, just tell us. Just tell us. Let's move over to our proxy cage matches. In this space, we usually update the three -way proxy cage match going over at Disney, but seeing as Disney is the subject of the big vote this week, let's focus on a different kind of proxy cage match. I haven't heard this one before. Saba Capital Management has nominated seven directors for election to the boards of 10 BlackRock closed and f***ed. funds at their respective 2024 annual meetings. Additionally, Saba has filed a lawsuit against the BlackRock ESG Capital Allocation Term Trust for adopting an illegal entrenchment bylaw. The entrenchment bylaw says that any share not voted in a contested election is counted as a vote for BlackRock. How about that one? Is this an anti -ESG play? BlackRock doing some anti, I don't know what this is. It sounds like BlackRock is up to some bad ESG and it's ESG funds. But no, I don't think this is an ESG anti -Woke company. It's just an investment company, Saba Capital Management. I think they just don't like the directors of some of these BlackRock closed end funds. We never talk about these. They file normally, I see their. There are voting records all the time in the SEC, but we just, you know, it's something we just don't talk about, nor should we. I may have to follow up on this and figure out why. Let's move on. Moving over to our vote results table at small cap companies. I picked this first company just because I like the name. At Natural Grocers by Vitamin Cottage. Yeah, that's the company name. Natural Grocers by Vitamin Cottage. 73 % of shareholders without the last name, Isley, voted to remove sibling directors, Heather and Kemper, Isley. Wait, that's not the company name, is it? Oh. What did the directors with the name Isley vote? I'm hoping they voted for themselves. Let's move over to another company. 26 % of all voters at Maximus. Now that's a good name. I mean, come on. Natural grocers by Vitamin Cottage or Maximus. That's way better. Yeah. What is a vitamin cottage? Is that what place where one lives? Hansel and Gretel, think Hansel and Gretel. 26 % of all votes at Maximus said yes to a labor rights shareholder proposal asking for a third party assessment on the company's commitment to freedom of association and collective bargaining rights. The adjusted, I'm calling this a new name here, the adjusted non -ESG skeptic vote shows a majority support, 50%, 50 .3%. So when you. When you eliminate all the institutional investors, I call those the ESG skeptics. Shareholders voted to pass that. And at Sonos, once again, when you do the adjustment, non -ESG skeptic vote came to 40 % against CEO Patrick Spence. Can I ask a question, actually? Because Maximus is a small cap. They're a $5 billion cap, I think. Maybe a mid cap. They're somewhere in that range. But someone took the effort to file a shareholder proposal looking for a third party assessment of labor rights at Maximus, knowing that Maximus was a dual class company where you weren't going to win the proposal. Meanwhile, There are 2 ,000 companies in the United States where you could file a proposal and get a report potentially. I don't understand the process here. Hey, they fought a CEO and founder, Howard Schultz, whose biggest thing in life is being anti -union, anti -labor. So they're winning concessions there. Yeah, I get that one. It's also one share, one vote. Why would you choose a small cap company to go after that's not even possible to win? And at large cap companies shareholders are either happy or not paying attention or rubber stamping everything management does. I call this the if BlackRock jumped off the Brooklyn Bridge would you vote voting proxy voting standard. I'm gonna repeat that. If BlackRock jumped off the Brooklyn Bridge would you. Yes this is part of the ISS suite of voting recommendations. So nothing to report at Nordsten. Oh really? Is that a new ISS standard? And nothing really to port at Qualcomm other than the fact that 88 % of shareholders voted to support two anti -shareholder proposals, one on officer exculpation and another on essentially muting shareholder lawsuits by allowing them to be tried in federal court and not in the state of Delaware. Absolutely asleep at the wheel. What are we doing people? What's the point? Why be a shareholder? Why even have a right? All right, let's move over to the big vote. Speaking of shareholders and rights, although we covered in the past shareholders at Disney are selling their votes for I think 20 cents a vote. But this is a big one, Matt. I know you've been wrestling with this all week. This is the the shareholder vote, the annual meeting at the Walt Disney Company, April 3rd, 2024. There's a lot to cover here because first of all, you have the Disney slate of directors, but you also have two competing slates of directors, one from Tryon Management featuring Nelson Peltz, one from Blackwell's Capital featuring a bunch of people. Yeah, so let me just start off with some observations and I'll let the conversation unfold from there. First of all, I wanna say this about Disney. One of the greatest, their female influence percentage. I like that they're featuring like a rap artist. according to our data is at 42%, which is incredible. Compared to the industry average, which is at 14%. Hats off to Disney for this, hats off to Disney. Right. Yeah, and this is down. This is down because Susan Arnold was the chairwoman and she had actually Disney was one of a handful of companies in the entire world that didn't have a female founder who's sitting on the board, but or or family member, but had a majority female influence on the board, one of very, very few. And we have wondered in the past if this makes them a target in ESG circles, right? For the anti -ESG, the MAGA investor types, do they hate Disney because it's so much female leadership? I don't know. The other thing I wanna say here, which is pretty outstanding, and it makes them an outlier in media, is that in the industry, in the media industry, the average insider influence comes to 75%, which means that 75 % of the board is controlled by insiders. At Disney, that number is only 8%. And that's what leads me to the big story here. And that's this. I looked at all of the peers in media according to Disney, their own peers, Comcast, Metaplatforms, Netflix, Paramount Global, Fox, Amazon, Alphabet. Yeah. All of those companies are off limits to activist investors. All of them are controlled by a single entity, or in the case of Alphabet, it's two entities, Sergey Brin and Larry Page, that control over 50 % of the influence, right? And at Fox, it's as high as 81 % controlled by Lachlan Murdoch. But effectively, all of these media companies are out of play for activist investors, okay? And why do I mention this? Because... What we have seen a lot, anecdotally speaking, although I'm sure we could gather the data on this, is that billionaires and their egos love to buy and be a part of media companies. Whether it's Twitter or the Washington Post or Disney, they need this. They need to be seen, they need to be heard, they need their opinions, whether they have... Yeah, megaphones. They love a megaphone. media knowledge or not to be invalidated by the public because the data shows, Matt, that there are only two available democracies other than Disney that an activist investor could attack. One of those is Apple, and I laugh at that because, I'm sorry, Apple, yeah, sure, whatever. Yeah, that's ridiculous. Yeah. I mean, I can try it. I can try it and got a buyback, but it's still ridiculous. Okay, yeah, Nelson Peltz is not gonna go after Apple. And the other one is Warner Brothers Discovery, and if you look at the corporate history of Warner Brothers Discovery, it is this kaleidoscope of aging scotch tape. It is, the corporate structure here is bizarre. So I don't know why anyone would attack it. And more importantly, when I say Warner Brothers Discovery, does it give you a sense of, Nostalgic Americana? Yeah, no. So to me, and I've been struggling with this for about a month, but I finally landed on this thought is that this war between, and really I really think it's mostly the wars between Trian, between Nelson Peltz and Disney, and you add in Blackwell, so we'll get to that later, this war really is not about Disney. I've been scratching my head being like, like a tingle no no it does not Why are they coming after Disney? What needs to be fixed there? I think it's just about the billionaire's fascination with being famous and getting involved with media. I think that's it. Look, I actually, so that segues, I want to start this with the conversation because we talked for like an hour and a half yesterday about this. And even the names of the activists campaigns betray the what everybody sort of wants out of this, right? There's Disney's got its own campaign to vote for its latest just called Vote Disney, right? And they're going to talk about how great they are. you Okay, makes sense, yeah. That makes sense. Blackwells has set out something called the future of Disney and Blackwells to their credit is focused largely on what do the next 10 years look like for Disney. But Nelson Palatine named it Restore the Magic. It's like we want to go back to 1997 or 2006 when Avengers were great and It makes sense too, sure. Yeah. Yeah. Jay Rusulo, who is a Peltz nominee, was CFO. I don't really... Yeah. Which Which is odd because considering all the achievements that Bob Iger has made in the last two decades, which are considerable, including the recent one, what, they bought a video games company, Epic? They just took a stake in Epic Games, yeah. Yeah, I mean, there's a lot that I wouldn't want to go back to. I wouldn't want to go back to the 90s. Like, I don't know why we're getting rid of all the achievements that Bob Iger has achieved. But let me just say this. First of all, and we'll talk about the competing slates later because the try -and -slate is laughable. The directors are putting up. But the Blackwell slate, I don't actually hate. I mean, I could argue... It's an endorsement. I could argue that I don't, you know, 100 % love it. I don't mind what Blackwells is putting up. I don't mind their focus on the future. I think a lot of it is actually correct. But I honestly think that Blackwells is here because kind of like Engine One, they wisely spent their marketing budget on a proxy contest that's gonna get a lot of press. And now we all know Blackwells Capital just the same way that Engine One needed to do it. They needed a foil, they needed a target, and why not pick the biggest villain in the ESG space, Exxon Mobil, and we all know Engine One now. So I applaud Blackwell's for that, makes sense. Yeah, I think that makes sense. But, but, Trion's the weird one here. In fact, there's been a lot of discussion about how Nelson Peltz for two years has been trying to like work his way onto this board. Triad's a weird one. Well, according to Disney, a combination of Nelson Pelton, Ike Perlmutter, who Disney claims is the one that actually owns 79. Yes. Yeah. Yeah, he's lent his shares. He's lent his shares. claims to own. We'll get into that later because I, Perlmutter has been fighting with Disney and Bob Iger for several years. But according to Disney, Nelson Pelts has tried to get on the board in some combination at Disney 27, I think it's like 27 times over the last two years, he has been begging his way onto the board. Yeah. And let me just say this before I move on, is that here's my Yeah, some absurd amount of times, yeah. And... you take away on the Disney board is that they are perfectly built for this. They must, I wonder if they must know all of the activist pirates that come out, all the billionaires that come after media because my assessment of the Disney board is that they, pardon the sports metaphor if you don't know American sports, but they are built. like the offensive line of an American football team, and their job is this. Their job is to protect Tom Brady at all costs. That is the only reason why they're there, right? There are these big hulking people who protect the beautiful Tom Brady, and Matt, this is what this board has been created to do at Walt Disney, is to protect the beautiful Bob Iger, because let me tell you who... Let me just tell you a few names on this board at Walt Disney, because I don't know that their skill sets line up at all with what Walt Disney represents. But here is the offensive line at the Walt Disney Company protecting beautiful Bob Iger. Mary Barra, she's the CEO at GM. Safra Katz, CEO at Oracle. James Gorman, former CEO at Morgan Stanley. No, they don't. And then you have Calvin McDonald, CEO at Lululemon. Mark Parker is the chair, he was the former CEO at Nike. And then you have, of course, a super director of all super directors, Derricka Rice, who's been involved with CVS, Eli Lilly, Carlisle, Bristol Myers Squibb and Target. Matt, I think this board is created to fend off activist investor in tax because they know that Disney is like basically the only Target left. No, I don't think that they're created for that. I think that, but I think you're right that they're an offensive line for Bob Iger, right? Like their job is to effectively allow Bob Iger to. I didn't add space in the show for you to disagree with me. make all the decisions and do his thing to read the right to leave him alone so that he can execute. That is often the job of most boards. But when you look at the skills of this board, this board's primary skill is knowing each other. I mean, 100 percent of the board is connected through other boards or affiliations, which, you know, and I want to get into this because the the Blackwells try and and Disney all put out decks like laying out. Leave him alone. Yeah. Mm -hmm. Oh, but yeah. Yes. Oh, so many decks. No one has ever seen so many. For us, it's the big, beautiful decks of beautiful charts and graphs. And the great thing about it too, Matt, is that we discussed this morning is that none of the data lines up. None of it matches. They're all contacting different data providers. They're talking to people on Mars who help them use a slide rule. We don't know what they're doing with their data. So many decks. I, and this is part of my problem. I mean, they can't even agree on how badly the people underperform, much less who underperformed. And Blackwell's... Yeah, they can't calculate simple TSR relative TSR. Blackwells has a chart that shows the connections between the board members but leaves out 90 % of the... like there's three board members on it and it just says they're personal friends and it's built off of news articles. Meanwhile, we can actually point to where they've sat on other boards or have friends in common through the data, right? So we know Blackwells is right. This is a highly insular board. They're all connected and they all know Iger. We know they were handpicked by him. Sure, of course. anecdotally but we can show that they know each other as well. This is what we talk about with these boomerang CEO events, right? Is that when the former CEO either has control or has created the board in the first place, it's the perfect petri dish to have a boomerang CEO come back to, right? Do you think that that means it's not a board set up to block an activist? Because actually when an activist starts picking at the board, they become obviously not qualified necessarily to be on this board, other than the fact that they know each other. There are CEOs who know each other. Well, okay, but this is the failing of Nelson Pelt because to your point, the beginning of this segment, Matt, is that their campaign is restore the magic, which smells a little bit like MAGA, like Make America Great Again, because it seems to be nodding back to when Disney was wider, I suppose, when there was less. when it was even worse. Yes. Yes. Nonsense, because let's not forget, let's not forget that the Walt Disney Company has also been a major target of the anti -woke American community, right, for dozens and dozens of reasons. Not only Ron DeSantis, but dozens of whack jobs have attacked them for hiring non -white actors, for woke interpretations of storm troopers, whatever nonsense you wanna hear, they've done it. Well, this, look. I mean that is definitely an underlying thing for what's, and I don't think Tryon is mega, I just think there's this concept of like going backwards to what? The world isn't backwards. Well, except that, yeah, and I'm not, I'm not suggesting, I'm not suggesting this is purely a political fight, but the proof, the facts will show you that Nelson Pelts is and was a friend of Donald Trump, is an active donor to the Republican Party. I mean, it's worth noting that that part is true. I think that part is true, but I think it also belies a misunderstanding. So like Disney right now is under, there's two class action lawsuits that are open about discrimination on wages, discrimination against women in the workforce, and they're incredibly sensitive to the needs of their employees. That's why the don't say gay bill was such a big thing under Chepic, and he screwed it up, right? you And on the board, you have Mary Barra, who refused to meet with the union's GM when they were lobbying for a new collective bargaining agreement. And again, recently. Yeah, but fought them first, right? So it's not exactly like you have board members who understand the dynamics. But, yeah, she did make a deal with them this time. Yeah, no, well they made a deal with the UAW. Yes, of course, of course. Lost billions of dollars by holding them away, yeah. nor do you have an activist who understands the dynamics if the goal here is to, all right, this is where I wanna go. I wanna go into what they're asking for, what the campaigns actually are saying, because they're very similar, there's a lot of overlaps and there's a lot of nonsense, I feel like, layered in. So let's start with trying, right? Try -ins restore the magic and they're basically saying they wanna, like, I mean, even saying it out loud is ridiculous. All right, let's start with, yeah, we'll start with trying. Yeah. The name is funny to me. Yeah. But they basically want to leverage the flywheel. They talk all over about the flywheel. The flywheel is just movies, TV merchandise, rides, video games. Basically, they're all just circular machine of I put out a movie, I can put out a show on TV about it, I can make an action figure around it, I do a ride at the park around it, and then it's a video game and it's self -perpetuating, constant self -marketing and self -referential. And they... talk a lot about in their deck of the awesome IP and the customer loyalty and how basically this board is the reason why Eiger has a whole bunch of power and shouldn't and they've made terrible acquisitions and distractions and they've been involved in all this stuff and there is the unspoken word in there which is wokeness. They talk about the failure of the creative side of the business. and how all the movies are flopping and they're not reading their customers properly. What they're effectively saying is, woke, right? It's sort of like the finance speak for woke. It's like a Bud Light reference there. Well, and let's not forget that the two nominees are two of the crustiest, oldest white dudes that you could find. Like, they almost comically found two villains in a modern day Disney movie, right? It's Nelson Peltz, who we all know as the crotchety activist billionaire, and then Jay Rusulo, of all people, who used to be the CFO of Disney, and I think he retired in 2015. Yeah. Before that he was the head of parks, right? So that seems old fashioned. And his media experience, Matt, is that he is on the board of a radio company, iHeart Media, radio. This is the future, but this is the future according to Tryin, is to hook your wagon to a guy who's on a board of a radio company. It's the past, exactly. But this is why it's such a funny, I find Tryin to be such a funny, Right. Right. Yeah, yeah. That's... Look... No, but it's not the future, it's the glory days. That's what they're talking about. Fail, fail. And before you move on, I wanna tell you that my other takeaway that I skipped over at the beginning is that the day that Disney and Bob Iger won this contest is this day, the day it did a filing with the following headlines, okay? A filing with a proxy statement with these headlines. Bob Iger just got the backing of Walt and Roy Disney's heirs in the proxy fight with Nelson Peltz. you you Disney heirs line up against activist investors. Disney's heirs snub activist investors and throw their support behind Bob Iger. Disney family rebukes Nelson Peltz, praises Bob Iger and Charlotte Leigh. End of campaign, you're trying to restore the magic? This incredible, nostalgic Americana brand of Disney and Bob Iger lines up the entire Disney family to say no, we're with Bob. I'm sorry, I think he won that day. Yeah, but beyond that, what... But even what is? Because Nelson Peltz doesn't offer any solutions. Well, that's the problem, right? The fixes are like, so what you're really asking for is the Disney brand used to mean like family in that sort of traditional Americana, apple pie -y, white middle America sense, right? Like Disney, but that's, Disney was forced to over a decade expand the definition of family if it wanted to expand its customer base. It is like, the reason why the anti -woke focused on Disney is because, Sure, 1982, sure. you all of a sudden have movies that have people of color and gay people in it, right? Like, and now all of a sudden, nobody likes it. Right. Which is the modern day American family. That is what a family is in our country. God love it. Exactly, exactly. That is part of what American families are. But the plan to restore the glory days by trying is a four -part plan. The first part is corporate governance. And they say the fix is add Pelton -Rasulo, fix the succession planning, right, which is obvious. Yes. Yeah, we're already getting into weird like la la talk. When you fix, you're fixing a process by how? How are you doing that? You're fixing it. I mean like... They're just fixing it. And here's another part of it, align pay with performance. Just gonna do that. Like anywhere else in CEO America, that's actually happening. And they have one suggestion that's actually actionable, which is add a board level strategy committee. And it has to have Pelton or Rasulo on it. Okay. Look, it's all fine, Matt, and - And honestly, that's the sticking point for me. I'm actually fine with, I'm fine with Blackwells, I'm fine with Tryin'. I love these proxy contests. I think that this is why I hate dual class companies, because I think it's nonsense that there should be a dictatorship at any of these companies. But when you nominate yourself in J. Rissolo, you've killed the story, you've killed the plot. It's a terrible strategy. It is worth saying though, yeah, I agree with that entirely, right? But it is worth saying that. Nelson Peltz is not known for, he doesn't know nothing about media. Listen to some of their, listen to their peers, Matt. Meta platform, this is some of their peers. Meta platforms, Alphabet, Amazon. This isn't 1974, we're not staring at a poster of a Dalmatian anymore. Well... Yeah. But the amazing part is, even Tryon, the reason why they're getting in here to fix it is because shareholder returns have been abysmal and debt is high from the Fox 21st century purchase. And you can see demonstrably that the shares have underperformed the S &P. Great, you can see that. But even Tryon can't agree how much and who is... underperforming because try and says that Eiger has returned 221 % since the year 2000. Meanwhile, the S &P is up over 300%. But Blackwell says that Eiger's up 20 .7 % and they're only focused on 2022 and beyond. They don't even look before that and saying he slightly underperforms the S &P. Meanwhile, Disney says that for Eiger's full 10 years, it is 728 % up. How can Tryon get a number that's 221 % up and Disney get it 728 % up? Okay. But let's be clear here, and I'm hoping that investors know this at this point, Nelson Peltz, just like Carl Icahn, his game is simple and his track record proves it. You can see in his tenure at all these companies he's attacked, his game plan here is to pump up the share price in the short term, but with a lot of bluster and storytelling and look at what we did and we're restoring the magic, and then to get out. to make his money and get out. And you know how he proves that, Matt? He has no long -term plan to save Disney other than to be better than Netflix and let's go back to 1947. That's it, that's his plan. It's. except that his tenure on boards where he sat Betrays the fact that they almost all go down. They don't go up That's true, and Disney and Blackwell do a good job of showing that Nelson is a bit of a wizard from The Wizard of Oz. So if Tryon's saying, like, okay, do some more corporate governance stuff, and really it's just put Pelton and Rasula on the board, they also want to insist on a strategy for Netflix -like margins. What is that? Insist? I insist you make more money. And by doing that, what they want to do is change the org chart, and effectively they say right size, which is today's euphemism for layoff. They want to lay off a lot of people and right size the company. Yeah Yeah I will say this ironically, Reed Hastings, CEO, Emperor, has said that Disney really is its only competitor in this world. And don't forget, there's like 4 ,000 streamers, so they're clearly doing something right to leave the magic from behind and go forward, right? Not only are they doing something right. Even in Blackwell's presentation, they're saying like Disney needs to reduce churn in Disney Plus, like they're streaming, and they show a chart and it shows that Netflix has like 2 .3 % churn and Disney has 4 % churn and everyone else is worse. As in, there are only two companies who are doing this any well, any good. It's psychotic. Mm -hmm. That's why after spending so much time with this, I suddenly just realized that this is just about billionaires wanting to be involved with media because at the end of the day, I don't know that there's all that much wrong at Disney. I mean, again, like what Bye Bye -ger has done after tumultuous 90s, the 90s had their own contests and wars and CEO succession problems. Well, here is a clue. Yeah, Eisner was in a proxy contest, yeah. What Bob Iger has done basically is restore the brand as being probably the most trusted brand in the world. And I don't understand Nelson's perspective other than that he just wants to be a part of something cool. Yeah. The magic. You Well, here I think is the secret piece of this, because the third piece of his plan is to address the issues of the, quote, a creative engine. And that is adding a board -led review of studio operations and culture. Doesn't that sound like a billionaire who wants to sit there and say, this is too woke, I don't like that? Doesn't that sound what that one is? Uh -huh. That scares me. Yeah, worse. Yeah, so was gonna say, yeah, and it's because I said it sounds worse than just a billionaire weighing in on art. It does sound like a mega billionaire weighing in on what it deems as political art. Like it just sounds like a nightmare, an absolute nightmare to me. Yeah. Right. When you add culture, like it's not just ops, when you say culture, you're talking about something else. And then finally they say, you know, strategic refocus, which is effectively giving investors more specific targets and making digital ESPN more profitable. Effectively, they're saying things that literally Disney put in every single deck that they've put out for the last three years. Of course. And all things that if you're a big shareholder, which Nelson is, that you could bring to Disney, large corporations meet with their biggest shareholders regularly. These are all issues you could bring up. You don't need to find some director on a radio company's board and try to get on the board with him. It's unnecessary, it's unnecessary. underlying but the underlying thing here is try and is saying peltz and rasulo are the people to make this happen so you they're gonna do that they're gonna do disney has not been able to execute on their plan we have a very similar plan with more words we include like overseeing some of the you know studio stuff at the board level but otherwise put nelson on the board and we're winners again. Yeah, what is it? They're going to restore the magic. is basically what he's saying, with no demonstrable track record that that is true. Yeah, and just, and just so you know that Disney's perspective on this is now we can talk about Ike Perlmutter. So Ike Perlmutter was a former executive at Marvel. He has had a notably fraught history with Bob Iger. It's all been publicly documented. So Disney is saying that Perlmutter was against such things as like the film Black Panther and Captain Marvel, both huge successes. that Perlmutter is a friend with Jay Rusulo and was so upset that when Bob Iger told Jay Rusulo that he would not be COO in 2015, that Ike Perlmutter responded that you broke my heart. So in other words, the business press, Disney, is basically summarizing this fight as Ike Perlmutter is still mad about something that happened. Oh. 10 years ago and he's just, yep. Nelson Pelts wants to be on the board as an 80 -year -old billionaire, and Ike Perlmutter has the shares and the anger to make it happen and get his buddy J. Roussoulos on the board. Yes, it's just continuing, continuing a big, bro -y billionaire war. which makes Blackwells look like geniuses. Like, because... Let's talk about Blackwells. I wanna talk about Blackwells. Because yeah, because you're right, because Tryon's Restore the Magic campaign is so laughable, their filings are so terrible. Again, you're right, there is a MAGA sent to it. I'm not saying it's explicitly MAGA, but there's a weird, there's just a lot of weird flywheel talk, and let's go back to 1949. I don't really understand it, but Blackwells, they come out looking pretty adult in this whole conversation. Yeah, they look more adult. Let's say that, right? Like, um... Well, look, let's talk about their proposed nominees because when I squint, which I do a lot, I don't hate it. I don't hate their nominees. I'm not saying they're ideal. I'm not saying they're perfect, but I think they're going in the right direction at least. Can I just say that? And let's talk about them. They are Jessica Shell. She was an executive at Warner Brothers Home Entertainment, including being involved with... planning and development of virtual reality stuff. In fact, she used to work at Disney. So look, it's not bad, right? A better response than Jay Rusulo, I'll say that. You have Craig Hatcuff, he's a real estate guy, and I'm okay with that. You told me yesterday that 70 % of Disney earnings come through their parks. So having a real estate guy makes sense. And then you have Leah Sullivan. Sure. Better than that, yeah, yeah. We'll just hit the bar there. Yes. Yeah. Yeah, yeah. Whatever, she's a founder, CEO, she founded TaskRabbit. Fine, she's in technology. I think they wanted venture eyes on it, like split -scaly growth people. Sure, she's involved, after TaskRabbit, she does VC with tech companies. Fine, whatever. I think they're on the right path. Yeah. But what I think actually is what Blackwell's gets right is the failures of Disney, where Disney needs to go. In fact, their whole deck is the future of Disney. And they talk about that one of the biggest failures that stuck out to me is Disney does not have a CTO at the same level as the other C -suite, right? A chief technology officer who can bring the technology stack under one person. Sure. Okay. One group right like there's like that feels like a simple idea right like add a CTO Whose job it is to gel all this crap you've got going on in multiple technologies and and they they talk about a lot of the same things try and does when it comes to you know the creative process without the mega tent they don't say let us get involved they effectively say Make sense? Yeah. I'm with you. What you need on the board is a media executive, which when you look at the board now, you have to wonder why there's no media executive except to consolidate that skill with Bob Iger. Bob Iger's the only guy who can go in the room and talk about it. Yeah. Sure. We've talked about this over and over again. It seems to be how modern day large cap American companies operate, right? Is do everything you can to put the power in their hand, but not only by compensating them like they're kings, but create boards that just lets them control everything, lets them do everything. Yeah. Like, can you imagine walking into a Disney board meeting and Bob Iger's talking about the movies that they think are gonna, like some, like the media that they're working on and why he thinks it's big and raising your hand and saying, well, Bob, I actually have a suggestion. Like, can you imagine that if you're the CEO of Lululemon? Yeah, well, that's, that, this is why I say the board is constructed only as an offensive line to protect Bob Iker, because what I picture is that, I can't think of a busier woman in America than Mary Barra. What I picture is her on her phone, getting texted that another self -driving cruise car has hit some child in San Francisco and she's putting out that fire. There's no way. Yes. she has the time and energy to spend strategizing about VR ESPN plus in 2028 and the revenues that are gonna be generated because of that. I'm sorry, but that board is just there to protect Bob. They're not there for strategy. She's worried about Black Panther 3. So Blackwells recognizes that the flywheel thing is it's not like they don't actually focus a tremendous amount of time on it except to say that technology should enable it to grow faster or be bigger. And they talk about sports, live sports. They talk about vert. That's my favorite part of all this, the flywheel. Yeah. Okay, sure. which Disney is doing well with the ESPN. with virtual reality, augmented reality, bundling all the packages together. And they talk about having a more asset light approach to creative, which actually, it means don't spend so much on big stars and big franchises that, you know, like focus on also diversify to movies that don't take a lot of money to make, but have great stories, which is a classic Disney approach, right? But they stay out of the bored shit. I don't know what that means, but go off, sure. this except to have a media person on the board who's seen it before. That seems actually reasonable to me. Doesn't it seem reasonable? Yes, what I think is awkward about Blackwells is they seem to have entered this contest basically to fight Nelson Pelt. It's almost like they have two reasons for entering this contest. One, to get notoriety, which they're getting, and again, hats off for them. I think it's a very smart way to spend your marketing money because even if they put out a huge marketing campaign, I still wouldn't have heard of Blackwells Capital. Now I'm gonna remember them forever, just like Engine One. But the other thing I think is that maybe they just saw how terrible Nelson Pelts and Jay Rusulo are and were and the Restore the Magic campaign was horrible and they just jumped into it to basically help Bob Iger fight it off because remember when they first jumped into this they said that we're not targeting Disney directors, we support the Disney board. In fact, we are for creating bylaws to add members to the boards, right? So they're have a very strange position in this contest, right? Because they're not really fighting. They're adding directors. Yeah. They seem to be fighting Nelson Peltz more than they're fighting Disney. Well, this is where I think they're fighting with Disney a little bit, which is to say, like, there's also no real tech. You have the CEO of Oracle, fine, but you don't have AI, VR, AR, tech people on the board either. And you have a real opportunity. In fact, in the try -in deck, there's 130 pages, of which 20 are about how the board sucks, and the other 110 pages are about how Which I like. Disney didn't get enough performance, right? Like they didn't make enough cash, they didn't pay enough dividend, they didn't do, their TSR is down. In fact, there are like 17 slides that say TSR is down in just different ways. I don't know what the point is of that. As a quick tangent to what you're saying, here's why I hate attacking Nelson Pelton trying. I love them for that deck because they spent over 20 pages rightfully trying to articulate their position on why the board sucks. And I think it's important to focus on boards at all these companies, whether you're having a proxy contest or not, I think you should be doing this. Yeah. in your investment strategy, I think you should be doing this when you vote. So I actually, hats off to Nelson Pelts for spending time. I'm not saying I agree with his articulation of why the board sucks, but I like that he's trying. And I think this is why I know that we're on the forefront of the next generation of ESG data, because this is where it starts. But I prefer the specificity of Blackwell's when it comes to strategy coupled with the board doesn't have the skills to accomplish this, right? Because they're saying like, they said things like, which I saw nowhere in Tryin, like why can't you use AI to optimize park crowd management? Or like, you know, like. No, I'm with you. I'm with you. Yeah. Access and timing or use spatial computing and algorithms to effectively they're using the concept of nudging right? Like why don't you nudge people in the way that like when you're doom -scrolling on tik -tok It's just taking things you like and nudging you towards things that will addict you they are thinking of The Disney flywheel so to speak in that way right which I don't think Iger hasn't thought of that No, no Yeah. Well, we don't know that Disney's not thinking about these things, but I agree that these are sound strategy thoughts. No, that's where you're absolutely right. I think the Disney board is terrible. Honestly, I think there's a lot of talented people on the board, but I think it is ill -suited for such an important media company. Okay, I'm already exhausted. But it's not on the board. There aren't people who do that on the board. Well, let's. Let's jump to that. Let's go right to the board, because otherwise we're going to go six hours talking about this, which we can, OK? I want to talk about, because you brought up, we'll come back to skills. Let's do performance first. Let's do performance first. And I want to break performance into three distinct categories. Well, two distinct categories. One has sort of two parts. Think of, we measure. Yeah, get into the board. The offensive line that is the Walt Disney board. Market cap value add for every single director, which is really simple the influence of a director Multiply it by the total change in the market cap of the company. They're sitting on okay Then by just by doing that you can say this is how much this director is responsible for Adding value to the company just pure market cap, okay? And you can do that across all their companies just add it up over time and we have that data back to 2018 you can do Okay, yeah. Yeah. The same thing, that same concept, that's across all the companies that they're on, but you can do it at one company. So in this case, we're gonna say, how much value add have these directors actually have at Disney? And we're gonna do that mostly to answer the try -in Blackwell's problem of no one can agree how these directors actually performed. Well, there is a way. We've built it, it's there, it's uniform, it's standardized. You don't need to make it up every single time, it's there. Mm -hmm. Because the third way is a TSR batting average. All right, so these are the three ways we're going to talk about. As a group, Disney's board has actually added, since 2018, $13 billion to Disney's market cap. OK? Since 2018. However, everywhere else the board members have been, they've added $91 billion of market cap. Okay. since 2008, since 2018. across all those companies, meaning this is a board that is actually good, just not at Disney. That's what you're saying, right? You're saying these are talented people, these are high -performing individuals, but the problem is they're on the Disney board where you're not able to maximize what they're best at. Well... Let's not forget what has happened though since 2018. And one is a disaster of a succession policy. So I'll agree with anyone there who calls out the board for being bad at succession planning, which doesn't surprise me considering they're all basically current CEOs who don't want succession planning. They wanna stay in their jobs forever. But the other thing that happened was the pandemic, which, and Bob Iger left the beginning of the pandemic and handed off the. Yes. company, I guess to the wrong CEO and Bob J. Pick, but when 70 % of earnings come in through parks and parks are shut down, I mean, what I'm trying to say is it doesn't surprise me that Disney, it took a while to catch its breath, right? There was two years where things were really churning. It didn't have the luxury of being a Netflix where the entire world was now stuck on their couch, right? So. There is no brick and mortar, right? Well, like they're going to have a permanent problem because of the flywheel. The flywheel was an anchor during the pandemic, right? Because you had so much brick and mortar that you had to maintain and so many more employees. Like Netflix could cut 20 % of its staff and still get you Deadpool 2 to stream at home. That's not a problem. But they're going to be compared to the fact that the average cap value added by boards, I'm just putting it into context here a little bit. in the movies and entertainment industry since 2018 at the same time is 32 billion. So Disney board adds 13 billion, the rest of the industry boards add an average 32 billion. But what I'm guessing though is that those companies who relied on old fashioned experiential entertainment, either going to the movies, going to a theme park, going on a cruise, yes, exactly, exactly. Did worse. Yes. They did worse. That's absolutely correct. Which is, which is why like all these comparisons matter. The nuance and context here matters. Disney was better off if you can compare them to Universal who, who has both. And why? Yeah. And again. Why? And yet another reason why a campaign, an activist investor campaign of restoring the magic is absolute nonsense, right? I mean, what what I mean, what are we talking about here? What is the date of the magic that he's trying to replicate, by the way? Is it during the pandemic? Is it? Pre -prepandemic, what what year? Well, it's I think it's pre pandemic, but but post dot com. Who was president then? What are we trying to do? Were there smartphones? Did the internet exist? I don't know. But the evidence of this is when we look at an individual director level, no one can hold a candle to how bad Bob Chapin was. He shed $28 billion in cap value. Okay, but during a tough, also during a rough time, took over at the beginning of the pandemic. And he made some bad decisions. He did not, he didn't help the situation. But because timing is everything. Amy Chang and Calvin McDonald basically started at the same time Chepic did and it didn't help, right? Like they had negative value also. But Matt, I want to remind you how we covered Bob Iger stepping down at Disney at the time on our show Business Pants was that Bob Iger read the same reports we were reading. It was like, I'm out. I don't want to be involved in this. Like, this is a mess. I don't want to run Walt Disney at 72 years of age during a global pandemic with Donald Trump as the president. So it's like, yeah, absolute shit show. Yeah, I gotta get out of here. Yeah, I mean, we saw it coming, and I'm sure he did. I'm sure he saw it coming. But and this is where trying to actually pick the right director, one of the worst performers on the board is Lagomassino, who lost 2 .6 billion in cap value by herself. She's got eight, nine years of tenure at this point. But the I would say that Peltz. Okay, she's been on the board since 2015. Yeah, she's 74 years old. Yep. does not have a good sense of self because Eiger is by far the top performer of the Disney board since 2018 having added 93 billion in cap value on the Apple board and the Disney board by himself. That's how much. Well, he's not targeting Bob Iger. He's just trying to piss him off, I guess. But he's not trying to vote him out. But no, but he is trying to replace Lagomacino and Michael Froman with Pelts himself, who's added 6 .3 billion in cap value across all the boards. He's been on seven boards since 2018. He's added $6 .3 billion in cap value across seven boards. And in fact, 90 % of that is just Procter and Gamble. He is effectively... Market beta or negative if he's on your board. You do not get a bump from getting Nelson Peltz on your board. He would rank sixth on the Disney board since 2018 and Rusulo has lost $177 million, would rank 16th and Hatkoff would be 14th. What magic are we restoring? Restoring the magic of doing no performance? Like the mediocrity? Bye. I guess, well maybe we're restoring the magic of a very egotistical and selfish activist billionaire investor trying to make money in the short term while not caring about the long term of a company that they're investing in. Maybe that's the magic we're trying to restore. Well, which sort of gets us to this TSR question, the TSR batting average for the entire board, only three of 13 directors, one of whom is D'Souza, who's leaving the board at the AGM, rank below average. They're all average. And there's nothing to see except average everywhere. The top performers, Calvin McDonald, the Lululemon CEO at 633 batting average for TSR. very average. Peltz is almost exactly average, 494. In fact, Rusulo, if he joins the Disney board, would come in as the worst TSR performer in the last six years. He would be the worst. So, I don't know what we're restoring. In this respect, when it comes to performance, Disney is actually right. They are basically average performers on this board, not horrible, but they're on the wrong board for... Mm -hmm. company which is where Blackwells and Triant are right. Everywhere else they're better. They're better than average. On Disney they're mediocre and they're supposed to be if Bob Iger is going to be effectively running this as a as a de facto dictator. Hey. This is where I agree overall. I definitely agree that there is room for refreshment on this Disney board. I don't ascribe to the exact tactics that Blackwell's and Triner are, I don't think it should be elevated maybe to a proxy contest, but yeah, they're both right. Although again, I'll say that I think Blackwell's nominees make a lot more sense. But we're getting close to an hour here, so. Well, let's get into skills. Let's just do skills quickly, which is to say, if we agree with Blackwell's, which is the future requires new technology, some new ways of thinking about it, and putting not that you need to meddle, but that you need those people on the board to provide the guidance. And actually, this is a board that is 100 % connected to one another. You need to break some of that up. Okay. Absolutely. Absolutely. Like everyone can sort of agree with that. And I think I think Bob Iger agrees, right? Like I actually think strategically Disney agrees too, but they just disagree that the board needs to change to achieve it. Whereas an investor, you I think it does right? This is this is the the proof is in the pudding when according to Disney's own skills matrix, when you exclude Bob Iger from the board, there is only 11 % of the board influence. Absolutely. You don't need it all. It's redundant. Redundant. Yep. Yep. has any media background at all. 11%. As seven minutes ago, yes, yeah. That's right, that's right. And in fact, when it comes to technology experience, it's almost exactly the same. If you consider Oracle, And I'm guessing one of those is a director who was just appointed basically as a defense against Tryon, right? That's the former CEO at Sky, which is owned by Comcast, and that's Jeremy Duroc. Right, Durocher, yeah. to be your technology experience, less than half of the board has any sort of technology experience either. It's Amy Chang and Safra Katz, Carolyn Ever... Yeah, kind of, right? There's a lot of like kind ofs. It's not great. You have a little bit with Amy Chang, you have a little bit with Carolyn Everson. She was at Meta Platforms. You know, adjacent, yeah, no, I'm, Matt, this is why I started the segment by saying that I think this board was created as a defense to Bob because their skill sets are, they're terrible. It's terrible. It's just not a right fit. And then if you're gonna talk about skills... No. especially considering that Bob Iger, we know, will be retiring soon. I mean, his contract has been extended to 2026, but we all know, there's the elephant in the room, he is gonna be leaving people. He can't stay forever. Believe me, he's tried. He's tried to leave. Well, this and this is this is where like the try -in effort here becomes even more laughable is laughable as soon as you look at skill sets. It's laughable because you know, it's like Rosulo they say, you know, like he has media experience and like you said, it's a radio. I heart radio. He's on the board of that and can you name a CFO whose legacy was like creative? is laughable. It's laughable. It's terrible. Array - Like is that it's like antithetical to the job. So like there there there are there are there's just no way that the try and nominees here fit at all pelts and Rasula don't fit at all. Hatkoff I'm sorry Hatkoff is the one with I Heart Radio and I don't think he fits either. I don't think he fits either. Is it Rasula and I Heart Radio. No, it doesn't exist. Well, Matt, I tell you, I, yeah. No, no, not Hatkoff, Jay Rasulo's in I Heart Radio. Yeah, Craig Hatkoff, they give, okay, this is a point of contention. I have to laugh at this a little bit. All the Blackwells nominees actually have slight problems to me. First of all, according to Disney itself, Jessica Schell wouldn't even be considered independent because her brother and or, Oh yeah, high cost energy is in the reeds, the reeds. Yeah, that's a problem. Yeah. and or entities with which he is affiliated have ongoing contractual business with Disney. Craig Hotkoff, they're trotting out as someone with this important media experience because he co -founded the Tribeca Film Festival. I gotta tell ya, the Tribeca Film Festival was co -founded actually by Jane Rosenthal and Robert De Niro. Craig Hotkoff was married to Jane Rosenthal at the time. So that's, I'm calling bullshit on that one. Isn't that his wife? Yeah. And Leah Sullivan, I got nothing against Task Rabbit. I know IKEA bought it like five years ago, whatever, I don't know much about it. But I will say that her computer science, her tech expertise, whatever you wanna call it, she got a degree in 2001, right, which is a long time ago. But she got a degree in mathematics and computer science in 2001 at a college. FREE FLOAT STUDIOS (01:00:13.076) Yeah, in math and computer science. DR (01:00:19.552) which at the time did not even offer a computer science major. They didn't offer that until 2017. So I'm just saying like, I'm not here to like tear apart their slate, but there's, you know, it's not the perfect slate, which I already said, but anyway, it's way better than trying. Come on, let's get to it. We're already an hour into the show. FREE FLOAT STUDIOS (01:00:22.996) Ooh, that's... Yeah, that's problematic. FREE FLOAT STUDIOS (01:00:31.7) No, it's not. But it does get you to the vote recommendation, right? All right, so I think in the end, there's some obvious, I think it's obvious you vote against trying. I mean, there's no way Pelton Rusulo makes sense on this board, ever. DR (01:00:44.684) Oh, I mean, and look, I think now I think trying they already shot themselves in the face on this one because their restore the magic campaign is terrible, especially at a at a future for facing company that is competing with, you know, meta platforms of all, you know, and and alphabet because their nominees suck. The restore the magic campaign sucks. And I really think that Bob Iger won over shareholders the day. FREE FLOAT STUDIOS (01:00:54.644) Yeah, it's not great. DR (01:01:13.132) that he announced that all of the Disney heirs were supporting him. Because that's the whole campaign for Nelson Peltz, which is dig up Walt Disney and put some Gatorade in him because that's the magic we need, right? So Bob already has the family, so we don't need Nelson Peltz. So I agree, I think it's gonna be dead. The other thing I was gonna say is that when Blackwells entered into the campaign, I think they've done a great job attacking Nelson Peltz, yeah. FREE FLOAT STUDIOS (01:01:20.532) Yeah, this try -ins campaign, yeah. FREE FLOAT STUDIOS (01:01:39.476) They really have done a good job, really good job of dissecting it. And which pains me to say that I think you vote against Hatkoff and Sullivan too. I don't think they fit, they're not complimentary to this board in the way you need them to be, but that means I do think Jen Shell, Jessica, sorry, Jessica Shell is the closest thing that's up for nomination that you get to Tech Plus Media. DR (01:01:50.348) Okay. DR (01:01:56.3) I don't mind. Yeah, yeah, go ahead. Jessica Schell. DR (01:02:06.38) I think it's a good pick. Good pick. FREE FLOAT STUDIOS (01:02:08.728) She'll have an activist level of influence, right? Because she got put there by activists. Investors will be able to say, like, we're putting this person there despite your reservations. You don't want her there. She has experience that Iger can't totally ignore. But she's going to break up the 100 % connected board, right? Like, it cannot be 100 % connected because she got shoved on there. DR (01:02:23.212) Hey, she worked at Walt Disney in the 90s. There you go. DR (01:02:33.1) Well, yeah. FREE FLOAT STUDIOS (01:02:33.396) I think if she feels empowered to raise her hand, she actually can be the beginning of sort of turning the Disney board boat to the future. I actually think Blackwell's is right about it. DR (01:02:42.86) Yes, I always see this as a bit of a long -term play, the board refreshments. So I'm actually, I'm a big fan of targeting like one director per year, and I think she's a good choice to, but I think the next two, three years, I think you all keep going with this premise. Next year, I think you wanna swap, flip another seat, and you're right to focus on skill sets. That's what you're trying to, to sw - FREE FLOAT STUDIOS (01:03:03.028) Well, I think... FREE FLOAT STUDIOS (01:03:11.796) Well, I think that's correct. DR (01:03:12.236) Because as we pointed out, they've already done a great job. This is a female -led board, female power, so it's really just skill sets you need to focus on at this point. FREE FLOAT STUDIOS (01:03:21.46) But I don't think what you want to do is keep all of Disney's board members either. I think you don't want to expand the size of the board. I actually think you want to vote out either Derricka Rice or Mel Laga -Masino. I think... DR (01:03:28.076) No, I - DR (01:03:34.604) Yeah. Derrick Rice is sort of pointless. He's a super director. He's there to play offensive line. I don't know why we need him. The other thing I was going to say that I pointed out to you earlier is that do we really need the CEO of both a Nike and a Lululemon? We need two sportswear CEO. I mean, ridiculous. Fine. FREE FLOAT STUDIOS (01:03:50.772) I don't think, I think Parker is next year. I actually, I think Parker is next year and I think Parker's next year mostly because it's going to be Parker, Gorman and Iger who have the succession plan in conversations. Parker left Nike and there was an active succession plan. Gorman now famously had a succession plan that people seemed to like even though we forget that like he had two people shivving each other for the job and had to pay them the same amount. Yeah, he overpaid, it was a... DR (01:04:03.916) That's great. Yeah. Well, it's been a few months. Yeah. Yeah, it's true. I had to overpay. Yeah, yeah, yeah. Well, but I will say this. Calvin McDonald's only 52. Mark Parker is 68. Calvin McDonald, a lot of our performance data is a high performer. So. FREE FLOAT STUDIOS (01:04:31.06) He's the top performer. He's the top performer on this board. But I... DR (01:04:34.668) Next year, I think you're right, you target Mark Parker. FREE FLOAT STUDIOS (01:04:37.236) I think Derek or Rice or Mel Lagomacino, and my preference would be get rid of Lagomacino. For eight years, she has been part of a board that has had all of these problems, right? Like as rubber stamped Iger, I think Lagomacino in the short term. And next year you talk about Parker and Rice potentially as a pair to complete sort of a board refreshment. And you need to put in someone like Shell. DR (01:04:44.684) Whatever. Get rid of somebody. FREE FLOAT STUDIOS (01:05:06.42) who you're adding tech and media and you need, you need to like, next year you're gonna need finance and tech again. Because what you don't have is people who are saying stop taking on so much debt and doing so many acquisitions and actually try to run your company for a year, right? Like without buying something. It's fun, you know, it's actually fun to do. So those are my recs. Vote for Shell, vote against Pelts, Rosulo, Hatkoff, Sullivan, and. Let's ask Lagosina while we're at it, do not increase the board size, which is one of the Blackwell shareholder proposals as well. DR (01:05:41.312) So let's wrap up the show. If you actually want to know our perspective on the shareholder proposals on Sanpei, reach out to us. We actually have done that research as well, but I don't think we need to keep going with Disney. I think I like ending on. supporting Blackwell's shell, voting against all the try -in directors. And what did you say? Who are we targeting on the Disney board again? Okay, Lagamacino. So anything else you wanna add to this? I think we've pretty much covered it. FREE FLOAT STUDIOS (01:06:05.198) Lagamaceno. FREE FLOAT STUDIOS (01:06:10.886) I mean, there's a bunch of shareholder proposals. I say you vote no on every shareholder proposal. And, you know, honestly, pay is one of those things that, like, I think you have to vote no on also. DR (01:06:23.704) Honestly, this year, I don't know if any of it matters. It's so much noise at this company. I think the interesting part of this is that, yeah. FREE FLOAT STUDIOS (01:06:26.228) I don't know that any of it matters in the end anyway. But I think you vote no on everything else and you just focus on the board because that's what's going to make the difference going forward. DR (01:06:36.876) That's the proxy countdown for the week of March 11th, 2024. Join us next week when we jump back into the alternative democracy pool forever on the lookout for shareholder sharks, floating band -aids, and wayward directors. I think this week Matt really encapsulates that phrase. Just all of it, shareholder sharks, floating band -aids, and wayward directors. That's the Disney proxy cage match right there. FREE FLOAT STUDIOS (01:06:55.284) the way we're directors. I don't like that.